SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Brighthouse Separate Account A, et al. – ‘485BPOS’ on 4/14/21

On:  Wednesday, 4/14/21, at 5:14pm ET   ·   Effective:  4/30/21   ·   Accession #:  1193125-21-116460   ·   File #s:  811-03365, 333-200239

Previous ‘485BPOS’:  ‘485BPOS’ on 4/14/21   ·   Next:  ‘485BPOS’ on 4/15/21   ·   Latest:  ‘485BPOS’ on 4/12/24   ·   19 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/14/21  Brighthouse Separate Account A    485BPOS     4/30/21    3:756K                                   Donnelley … Solutions/FABrighthouse Separate Account A Brighthouse Growth & Income

Post-Effective Amendment of a Form N-1 or N-1A Registration   —   Rule 485(b)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Brighthouse Growth and Income Post-Effective        HTML    274K 
                Amendment No. 8                                                  
 2: EX-99.10    Consent of Independent Registered Public            HTML      5K 
                Accounting Firm (Deloitte & Touche LLP)                          
 3: EX-99.13    Powers of Attorney                                  HTML    111K 


‘485BPOS’   —   Brighthouse Growth and Income Post-Effective Amendment No. 8
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Table of Contents
"THE Company
"The Separate Account
"Services
"Independent Registered Public Accounting Firm
"Custodian
"Distribution
"Underwriting Commissions
"Calculation Of Performance Information
"Total Return
"Historical Unit Values
"Reporting Agencies
"Annuity Provisions
"Fixed Annuity
"Mortality And Expense Guarantee
"Legal Or Regulatory Restrictions On Transactions
"Tax Status Of The Contracts
"Financial Statements

This is an HTML Document rendered as filed.  [ Alternative Formats ]



  Brighthouse Growth and Income Post-Effective Amendment No. 8  
As filed with the Securities and Exchange Commission on April 14, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  
Pre-Effective Amendment No.
Post-Effective Amendment No. 8
and  
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  
Amendment No. 730
(Check Appropriate Box or Boxes)
Brighthouse Separate Account A
(Exact Name of Registrant)
Brighthouse Life Insurance Company
(Name of Depositor)
11225 North Community House Road
Charlotte, NC 28277
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code
(980) 365-7100
(Name and Address of Agent for Service)
Brighthouse Life Insurance Company
c/o The Corporation Trust Company
1209 Orange Street
Corporation Trust Center
New Castle County
Wilmington, DE 19801
(302) 658-7581
Copies to:
W. Thomas Conner
Vedder Price
1401 I Street NW, Suite 1100
Washington, DC 2005
Approximate Date of Proposed Public Offering: On April 30, 2021 or as soon thereafter as practicable.
It is proposed that this filing will become effective (check appropriate box):
immediately upon filing pursuant to paragraph (b) of Rule 485.
on April 30, 2021 pursuant to paragraph (b) of Rule 485.
60 days after filing pursuant to paragraph (a)(1) of Rule 485.
on (date) pursuant to paragraph (a)(1) of Rule 485.
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Individual Variable Annuity Contracts
This registration statement incorporates herein by reference the Prospectus Supplement dated May 1, 2020 to the May 1, 2017 Prospectus included in Post-Effective Amendment No. 7 to the registration statement on Form N-4 (File Nos. 333-200239/811-03365) filed on April 9, 2020 pursuant to paragraph (b) of Rule 485.

 


This registration statement incorporates herein by reference the Prospectus Supplement dated April 29, 2019 to the May 1, 2017 Prospectus included in Post-Effective Amendment No. 6 to the registration statement on Form N-4 (File Nos. 333-200239/811-03365) filed on April 11, 2019 pursuant to paragraph (b) of Rule 485.
This registration statement incorporates herein by reference the Prospectus Supplement dated April 30, 2018 to the May 1, 2017 Prospectus included in Post-Effective Amendment No. 5 to the registration statement on Form N-4 (File Nos. 333-200239/811-03365) filed on April 26, 2018 pursuant to paragraph (b) of Rule 485.
This registration statement incorporates herein by reference the Prospectus dated May 1, 2017 included in Post-Effective Amendment No. 3 to the registration statement on Form N-4 (File Nos. 333-200239/811-03365) filed on April 13, 2017 pursuant to paragraph (b) of Rule 485.


The Variable Annuity Contract
issued by
BRIGHTHOUSE LIFE INSURANCE COMPANY
and
BRIGHTHOUSE SEPARATE ACCOUNT A
Brighthouse Growth and Income
Supplement Dated April 30, 2021
to the Prospectus Dated May 1, 2017
This supplement updates certain information contained in your last prospectus dated May 1, 2017 for the Brighthouse Growth and Income annuity contract issued by Brighthouse Life Insurance Company (Brighthouse, the Company, or we or us). We no longer offer the contract to new purchasers. You should read and retain this supplement with your contract.
The contract has a single Investment Option.
Fidelity® Variable Insurance Products — Investor Class
Fidelity VIP FundsManager 50% Portfolio
To learn more about the Brighthouse Variable Annuity contract, you can obtain a copy of the Statement of Additional Information (SAI) dated April 30, 2021. The SAI has been filed with the Securities and Exchange Commission (SEC) and is legally a part of the prospectus. The SEC maintains a Web site (http://www.sec.gov) that contains the SAI, material incorporated by reference, and other information regarding companies that file electronically with the SEC. The Table of Contents of the SAI is listed in this supplement. For a free copy of the SAI, or for further information, call us at (800) 544-2442, or write the Annuity Service Center: P.O. Box 770001, Cincinnati, OH 45277-0050.
The contracts:
are not bank deposits
are not FDIC insured
are not insured by any federal government agency
are not guaranteed by any bank or credit union
may be subject to loss of principal
The Securities and Exchange Commission has not approved or disapproved these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The Financial Industry Regulatory Authority (“FINRA”) provides background information about broker-dealers and their registered representatives through FINRA BrokerCheck. You may contact the FINRA BrokerCheck Hotline at 1-800-289-9999, or log on to www.finra.org. An investor brochure that includes information describing FINRA BrokerCheck is available through the Hotline or on-line.

 


Inquiries. If you need more information, please contact our Annuity Service Center at:
Annuity Service Center
P.O. Box 770001
Cincinnati, Ohio 45277-0050
(800) 634-9361

 


FEE TABLES AND EXAMPLES
The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. The first table describes the fees and expenses that you will pay at the time that you buy the contract, surrender the contract, or exchange Contract Value between Investment Options. State premium taxes of 0% to 3.5% may also be deducted.
Owner Transaction Expenses Table
Surrender Charge (Note 1)
(as a percentage of amount withdrawn)
2%  
Exchange Fee (Note 2) $ 25  
  $ 0 (First 12 per year)
Note 1. If any amount is withdrawn during the first five Contract Years, a surrender charge may be assessed. Surrender charges are calculated in accordance with the following. (See “Expenses—Surrender Charge.”)
Number of Complete Years from
Contract Date
  Surrender Charge
(% of Amount Withdrawn)
0   2
1   2
2   2
3   2
4   2
5 and thereafter   0
Note 2. Currently, the contract offers only one Investment Option. In the future, we may make additional Investment Options available. There is no charge for the first 12 exchanges in a Contract Year; thereafter the fee is $25 per exchange. Brighthouse is currently waiving the exchange fee, but reserves the right to charge the fee in the future.
The next tables describe the fees and expenses that you will pay periodically during the time that you own the contract, not including Investment Option fees and expenses.
Variable Account Annual Expenses
(referred to as Variable Account Product Charge)
(as a percentage of average Contract Value in the Variable Account)
Mortality and Expense Charge  
Single Annuitant 1.90%
Joint Annuitants 2.05%
The next table shows the total operating expenses charged by the Investment Option which you will pay during the Accumulation Phase. Your Contract Value will be allocated to a single Investment Option during the Accumulation Phase (see “Investment Options”). An Investment Option may impose a redemption fee in the future. More detail concerning each Investment Option’s fees and expenses is contained in the prospectus for that Investment Option and in the following tables.
Total Annual Portfolio Expenses (1)
(expenses that are deducted from Investment Option assets,
including management fees, 12b-1/service fees, and other expenses)
0.70%
Note 1. The total annual portfolio expenses of the Fidelity VIP FundsManager 50% Portfolio include the fees and expenses of the underlying portfolios (Acquired Fund Fees and Expenses). For contracts issued based on applications signed and dated prior to July 21, 2012, the Fidelity VIP FundsManager 60% Portfolio was offered in place of the Fidelity VIP FundsManager 50% Portfolio. The total annual portfolio expenses of the Fidelity VIP FundsManager 60% Portfolio are 0.77%.
For information concerning compensation paid for the sale of the contracts, see “Other Information—Distributor.”
3

 


Investment Option Expenses as of December 31, 2020
(as a percentage of the average daily net assets of an Investment Option)
The following table is a summary. For more complete information on Investment Option fees and expenses, please refer to the prospectus for each Investment Option. Acquired Fund Fees and Expenses are expenses incurred indirectly as a result of investing in shares of one or more underlying portfolios.
Investment Option Management
Fee
Distribution
and/or
Service
(12b-1) Fees
Other
Expenses
Acquired
Fund Fees
and
Expenses
Total
Annual
Operation
Expenses
Fee Waiver
and/or Expense
Reimbursement
Net Total
Annual
Operating
Expenses
Fidelity ® Variable Insurance Products — Investor Class              
Fidelity VIP FundsManager 50% Portfolio 0.25% 0.45% 0.70% 0.05% 0.65%
Fidelity VIP FundsManager 60% Portfolio 0.25% 0.52% 0.77% 0.05% 0.72%
Fidelity VIP Government Money Market Portfolio 0.16% 0.10% 0.26% 0.26%
Notes:
The information shown in the table above was provided by the Investment Options. Certain Investment Options and their investment adviser have entered into expense reimbursement and/or fee waiver arrangements that will continue through at least April 30, 2022. These arrangements can be terminated with respect to these Investment Options only with the approval of the Investment Option's board of directors or trustees. Please see the Investment Options’ prospectuses for additional information regarding these arrangements.
The Fidelity VIP FundsManager 50% Portfolio and the Fidelity VIP FundsManager 60% Portfolio are “funds of funds.” A fund of funds invests substantially all of its assets in other underlying funds. Because the Investment Options invest in other funds, each will bear its pro rata portion of the operating expenses of those underlying funds, including the management fee.
For contracts issued based on applications signed and dated prior to July 21, 2012, the Fidelity VIP FundsManager 60% Portfolio was offered in place of the Fidelity VIP FundsManager 50% Portfolio.
Examples
These Examples are intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract Owner transaction expenses, Variable Account Annual Expenses, and Investment Option fees and expenses.
The Examples assume that you invest $10,000 in the contract for the time periods indicated. The Examples also assume that your investment has a 5% return each year and assume the joint Annuitants Variable Account Product Charge of 2.05% and Total Annual Portfolio Expenses (including Acquired Fund Fees and Expenses) of 0.77% for the Fidelity VIP FundsManager 60% Portfolio and 0.70% for the Fidelity VIP FundsManager 50% Portfolio as the Investment Option fees and expenses. An example based on the Money Market Portfolio’s fees and expenses is not presented, because you may not allocate Purchase Payment or Contract Value to the Money Market Portfolio (see “Purchase—Free Look” for more information). Although your actual costs may be higher or lower, based on these assumptions, your costs would be as indicated in the tables below.
Fidelity VIP FundsManager 50% Portfolio (for contracts issued based on applications signed and dated on and after July 21, 2012):
(1) If you surrender your contract at the end of the applicable time period:
  Time Periods
  1 year 3 years 5 years 10 years
Fidelity VIP FundsManager 50% Portfolio $475 $1,044 $1,638 $3,046
4

 


(2) If you do not surrender your contract or if you annuitize at the end of the applicable time period:
  Time Periods
  1 year 3 years 5 years 10 years
Fidelity VIP FundsManager 50% Portfolio $275 $844 $1,438 $3,046
Fidelity VIP FundsManager 60% Portfolio (for contracts issued based on applications signed and dated prior to July 21, 2012):
(1) If you surrender your contract at the end of the applicable time period:
  Time Periods
  1 year 3 years 5 years 10 years
Fidelity VIP FundsManager 60% Portfolio $482 $1,065 $1,673 $3,114
(2) If you do not surrender your contract or if you annuitize at the end of the applicable time period:
  Time Periods
  1 year 3 years 5 years 10 years
Fidelity VIP FundsManager 60% Portfolio $282 $865 $1,473 $3,114
The Examples should not be considered a representation of past or future expenses or annual rates of return of any Investment Option. Actual expenses and annual rates of return may be more or less than those assumed for the purpose of the Examples.
Condensed Financial Information
Condensed financial information (Accumulation Unit value information) is located in “Appendix A—Accumulation Unit Values” at the end of this prospectus.
5

 


Investment Options
The contract offers two Investment Options, the Money Market Portfolio and either the Fidelity VIP FundsManager 50% Portfolio or the Fidelity VIP FundsManager 60% Portfolio, depending on the date it was issued, as described below. However, you may not choose to allocate the Purchase Payment or exchange Contract Value to the Money Market Portfolio (see “Money Market Portfolio” below for more information). Your Contract Value will be allocated to a single Investment Option. Additional Investment Options may be available in the future.
For contracts issued based on applications signed and dated prior to July 21, 2012, the Fidelity VIP FundsManager 60% Portfolio was offered in place of the Fidelity VIP FundsManager 50% Portfolio.
You should read the prospectuses for these funds carefully before investing. Copies of these prospectuses will accompany or precede the delivery of your contract. You can obtain copies of the fund prospectuses by calling us at: (800) 544-2442. You can also obtain information about the funds (including a copy of the Statement of Additional Information) by accessing the Securities and Exchange Commission's website at http://www.sec.gov. Certain Investment Options described in the fund prospectuses may not be available with your contract. A summary of advisers, subadvisers, and investment objectives for each Investment Option is listed below.
The investment objectives and policies of certain of the Investment Options may be similar to the investment objectives and policies of other mutual funds that certain of the portfolios’ investment advisers manage. Although the objectives and policies may be similar, the investment results of the Investment Options may be higher or lower than the results of such other mutual funds. The investment advisers cannot guarantee, and make no representation, that the investment results of similar funds will be comparable even though the funds may have the same investment advisers. Furthermore, there is no guarantee that a money market fund will be able to maintain a stable net asset value of $1.00 per share. During extended periods of low interest rates, the yield of a subaccount that invests in a money market fund may become extremely low and possibly negative. It is therefore possible that your Contract Value may decline as a result of an investment in a money market fund.
Shares of the Investment Options may be offered to insurance company separate accounts of both variable annuity and variable life insurance contracts and to qualified plans. Due to differences in tax treatment and other considerations, the interests of various owners participating in, and the interests of qualified plans investing in the Investment Options may conflict. The Investment Options will monitor events in order to identify the existence of any material irreconcilable conflicts and determine what action, if any, should be taken in response to any such conflict.
Certain payments we receive from an investment adviser or its affiliates. An investment adviser or subadviser of the Investment Options, or its affiliates, may make payments to us and/or certain of our affiliates. These payments may be used for a variety of purposes, including payment of expenses for certain administrative, marketing, and support services with respect to certain other variable insurance products we offer, and, in our role as an intermediary, with respect to the Investment Options in those products. We and our affiliates may profit from these payments. The amount of the payments we receive may be significant and is based on a percentage of assets of the Investment Options attributable to those other variable insurance products we and our affiliates issue.
Additionally, an investment adviser or subadviser of the Investment Options, or its affiliates, may provide us with wholesaling services that assist in the distribution of certain other variable insurance products we or our affiliates offer and may pay us and/or certain of our affiliates amounts to participate in sales meetings. These amounts may be significant and may provide the adviser or subadviser (or its affiliate) with increased access to persons involved in the distribution of those variable insurance products.
Selection of investment options. We select the Investment Options offered through this contract based on a number of criteria, including asset class coverage, the strength of the adviser’s or subadviser's reputation and tenure, brand recognition, performance, and the capability and qualification of each investment firm. Another factor we may consider is the risk of investment losses that could require us to use our own assets to make payments in connection with the guarantees under the GWB.
We review the Investment Options periodically and may remove an Investment Option or limit its availability to new Purchase Payments and/or exchanges of contract value if we determine that the Investment Option no longer meets one or more of the selection criteria, and/or if the Investment Option has not attracted significant allocations from contract owners. In some cases, we have included Investment Options based on recommendations made by selling firms. These selling firms may receive payments from the Investment Options they recommend and may benefit accordingly from the allocation of Contract Value to such Investment Options.
6

 


We do not provide any investment advice and do not recommend or endorse any particular Investment Option. You bear the risk of any decline in the Contract Value of your contract resulting from the performance of the Investment Options.
Investment Option   Investment Objective   Investment Adviser/Subadviser
Fidelity ® Variable Insurance Products — Investor Class        
Fidelity VIP FundsManager 50% Portfolio   Seeks high total return.   Fidelity Management & Research Company LLC
Fidelity VIP FundsManager 60% Portfolio   Seeks high total return.   Fidelity Management & Research Company LLC
Government Money Market Portfolio   Seeks as high a level of current income as is consistent with preservation of capital and liquidity.   Fidelity Management & Research Company LLC
Subadviser: FMR UK, FMR HK, and FMR Japan
Money Market Portfolio. This Investment Option is no longer available for investment.
7

 


Federal Income Tax Status
Introduction
We do not intend the following discussion to be tax advice. For tax advice you should consult a tax adviser. Although the following discussion is based on our understanding of federal income tax laws as currently interpreted, there is no guarantee that those laws or interpretations will not change.
This discussion does not address federal gift tax, state or local income tax, or other considerations which may be involved in the purchase, operation, or exercise of any rights or options under the contract. Also, this discussion does not address estate tax issues that might arise due to the death of an Owner or Annuitant. The particular situation of each Owner, Annuitant, and Beneficiary will determine the federal estate taxes and the state and local estate, inheritance and other taxes due. You should seek competent tax advice on such matters pertaining to you.
In addition, we make no guarantee regarding any tax treatment – federal, state, or local – of any contract or of any transaction involving a contract.
For federal tax purposes, the term “spouse” refers to the person to whom you are lawfully married, regardless of sex. The term “spouse” generally will not include individuals who are in a registered domestic partnership or civil union not denominated as marriage under state or other applicable law.
Tax Deferral During Accumulation Period
Under existing provisions of the Code, any increase in an Owner’s Contract Value is generally not taxable to the Owner until received, either in the form of annuity income payments or in some other form of distribution. However, as discussed below, this rule applies only if:
(1) the investments of the Variable Account are “adequately diversified” in accordance with Treasury Department regulations;
(2) the Company, rather than the Owner, is considered the owner of the assets of the Variable Account for federal income tax purposes; and
(3) the Owner is an individual (or an individual is treated as the Owner for tax purposes).
Diversification Requirements
The Code and Treasury Department regulations prescribe the manner in which the investments of a segregated asset account, such as the subaccount of the Variable Account, are to be “adequately diversified.” If the Variable Account fails to comply with these diversification standards, the contract will not be treated as an annuity contract for federal income tax purposes and the Owner would generally be taxed currently on the excess of the Contract Value over the Purchase Payment paid for the contract. The subaccounts of the Variable Account intend to comply with the diversification requirements. In this regard, we have entered into agreements with funds under the subaccounts that require the funds to be “adequately diversified” in accordance with the Internal Revenue Code and Treasury Department regulations.
Ownership Treatment
In certain circumstances, variable annuity contract owners may be considered the owners, for federal income tax purposes of the assets of a segregated asset account, such as the Variable Account, used to support their contracts. In those circumstances, income and gains from the segregated asset account would be includible in the contract owners’ gross income. The Internal Revenue Service (the “IRS”) has stated in published rulings that a variable contract owner will be considered the owner of the assets of a segregated asset account if the owner possesses incidents of ownership in those assets, such as the ability to exercise investment control over the assets. As of the date of this prospectus, no comprehensive guidance has been issued by the IRS clarifying the circumstances when such investment control by a variable contract owner would exist. As a result, your right to make exchanges among the Investment Options may cause you to be considered the owner of the assets of the Variable Account. We therefore reserve the right to modify the contract as necessary to attempt to prevent contract Owners from being considered the owners of the assets of the Variable Account. However, there is no assurance such efforts would be successful.
8

 


Separate Account Charges
It is conceivable that certain benefits or the charges for certain benefits such as the guaranteed withdrawal benefit, could be considered to be taxable each year as deemed distributions from the contract to pay for non-annuity benefits. We currently treat these charges and benefits as an intrinsic part of the annuity contract and do not tax report these as taxable income until distributions are actually made. However, it is possible that this may change in the future if we determine that this is required by the IRS. If so, the charges or benefits could also be subject to a 10% penalty tax if the taxpayer is under age 59˝.
Non-Natural Owner
As a general rule, contracts held by “non-natural persons” such as a corporation, trust or other similar entity, as opposed to a natural person, are not treated as annuity contracts for federal tax purposes. The income on such contracts (as defined in the tax law) is taxed as ordinary income that is received or accrued by the Owner of the contract during the taxable year. There are several exceptions to this rule for non-natural Owners. Under one exception, a contract will generally be treated as held by a natural person if the nominal owner is a trust or other entity that holds the contract as an agent for a natural person. We do not intend to offer the contracts to “non-natural” persons. However, we will offer the contracts to revocable grantor trusts in cases where the grantor represents that the trust is for the benefit of the grantor Annuitant (i.e. the contract is held by the trust for the benefit of a natural person (an “individual”)). The following discussion assumes that a contract will be owned by an individual.
Delayed Annuity Commencement Dates
On the contract date, the Annuity Date is automatically set to be the first day of the calendar month on or after the contract anniversary that falls on or after the oldest Owner’s 95th birthday. Federal income tax rules do not expressly identify a particular age by which annuity payments must begin. However, if the contract’s Annuity Date occurs (or is scheduled to occur) at too advanced an age, it is conceivable that the Internal Revenue Service could take the position that the contract is not an annuity for federal income tax purposes. In that event, the income and gains under the contract could be currently includible in the Owner’s income.
The following discussion assumes that the contract will be treated as an annuity contract for federal income tax purposes.
In addition, to qualify as an annuity for federal tax purposes, the contract must satisfy certain requirements for distributions in the event of the death of the Owner of the contract. The contract contains such required distribution provisions. For further information on these requirements see the Statement of Additional Information.
Qualified Contracts
You may use the contract as an Individual Retirement Annuity. The IRA contract has not yet been approved by the IRS as to the form of the IRA. Under Section 408(b) of the Code, eligible individuals may contribute to an Individual Retirement Annuity (“IRA”). The Code permits certain “rollover” contributions to be made to an IRA. In particular, certain qualifying distributions from a 401(a) plan, a tax sheltered annuity, a 403(b) plan, a Governmental 457(b) plan, or an IRA, may be received tax-free if rolled over to an IRA within 60 days of receipt. Because the contract’s minimum initial payment of $50,000 is greater than the maximum annual contribution permitted to an IRA, a qualified contract may be purchased only in connection with a “rollover” of the proceeds from a qualified plan, tax sheltered annuity, or IRA.
In order to qualify as an IRA under Section 408(b) of the Code, a contract must contain certain provisions:
(1) the Owner of the contract must be the Annuitant and, except for certain transfers incident to a divorce decree, the Owner cannot be changed and the contract cannot be transferable;
(2) the Owner’s interest in the contract cannot be forfeitable; and
(3) annuity and payments following the death of an Owner must satisfy certain required minimum distributions.
Contracts issued on a qualified basis will conform to the requirements for an IRA and will be amended to conform to any future changes in the requirements for an IRA.
9

 


The following information describes changes in federal tax law affecting the required minimum distributions (“MRDs”) that you must take from a qualified annuity contract during your life and that your beneficiary must take following your death. This information should be read in conjunction with the discussion of such distributions set forth in the “Federal Income Tax Status” section of the prospectus, as well as other sections of the prospectus.
(1) Effective January 1, 2020, the age at which MRDs generally must begin for IRAs and qualified retirement plans is extended from age 70 ˝ to age 72. This change only applies if you attained age 70 ˝ on or after January 1, 2020. Other requirements relating to MRD payments remain the same.
(2) Effective January 1, 2020, when an IRA owner or defined contribution plan participant dies, any remaining interest must generally be distributed within 10 years after the IRA owner/participant’s death, unless an exception applies. An exception permits an “eligible designated beneficiary” to take distributions over the beneficiary’s life or over a period not exceeding the beneficiary’s life expectancy. An eligible designated beneficiary includes: the IRA owner/participant’s spouse or minor child (until the child reaches age of majority), certain disabled or chronically ill individuals, and individuals who are not more than 10 years younger than the IRA owner/participant.
The change described in (2) above can significantly affect a beneficiary’s ability to “stretch” distributions from a qualified annuity contract over his or her life or life expectancy. It may also shorten the time period over which the remaining balance of the contract must be taken if the IRA owner/participant had been receiving payments at the time of death, either in the form of annuity payments or through withdrawals of the MRD amount each year. As a result of this change, we are not currently issuing inherited IRA contracts to beneficiaries other than surviving spouses and individuals who are not more than 10 years younger than the deceased IRA owner/participant. We may modify this in the future, so please consult your financial representative. Any annuity payment or withdrawal option made available under the contract must comply with applicable federal income tax rules.
You should consult with your tax adviser if you think you may be affected by these changes.
Contract Values and Proceeds
Under current law, you will not be taxed on increases in the value of your contract until a distribution occurs.
A distribution may occur in the form of a withdrawal, payments following the death of an Owner and payments under an Annuity Income Option.
The assignment or pledge of any portion of the value of a contract may also be treated as a distribution. In the case of a qualified contract, you may not receive or make any such pledge. Any such pledge will result in disqualification of the contract as an IRA and inclusion of the value of the entire contract in income.
Additionally, a transfer of non-qualified contract for less than full and adequate consideration will result in a deemed distribution, unless the transfer is to your spouse (or to a former spouse pursuant to divorce decree).
The taxable portion of a distribution is taxed as ordinary income. Under current federal income tax law, the taxable portion of distributions under variable annuity contracts and qualified plans (including IRAs) is not eligible for the reduced tax rate applicable to long-term capital gains and qualifying dividends.
Taxes on Surrender of the Contract Before Annuity Income Payments Begin
If you fully surrender your contract before annuity income payments commence, you will be taxed on the portion of the distribution that exceeds your cost basis in your contract. In addition, amounts received as the result of the death of the Owner or Annuitant that are in excess of your cost basis will also be taxed.
For non-qualified contracts, the cost basis is generally the amount or your payments, and the taxable portion of the proceeds is taxed as ordinary income.
For qualified contracts, we will report the cost basis as zero, and the entire amount of the surrender payment is taxed as ordinary income. You may want to file an Internal Revenue Service Form 8606 if any part of your Purchase Payment has been previously taxed.
Taxes on Partial Withdrawals
Withdrawals of the GWB Amount and withdrawals received under the Systematic Withdrawal Program are treated as partial withdrawals.
10

 


Partial withdrawals under a non-qualified contract are generally treated for tax purposes as first being taxable withdrawals of investment income, rather than as return of your Purchase Payment, until all investment income has been withdrawn. You will be taxed on the amount withdrawn to the extent that your Contract Value at that time exceeds your payments. In the event of your GWB Amount in a Contract Year exceeds your Contract Value, you will be taxed on the amount withdrawn to the extent that your GWB Amount exceeds your Purchase Payment.
Partial withdrawals under the qualified contract are prorated between taxable income and non-taxable return of investment. We will report the cost basis of a qualified contract as zero, and the partial withdrawal will be fully taxed unless you have filed an Internal Revenue Service Form 8606 to identify the part of your Purchase Payment that has been previously taxed.
Partial and complete withdrawals may be subject to a 10% penalty tax (see “10% Penalty Tax on Early Withdrawals”). Partial and complete withdrawals also may be subject to federal income tax withholding requirements.
Aggregation of Contracts
In certain circumstances, the IRS may determine the amount of annuity income payment or withdrawal from a contract that is includible in income by combining some or all of the annuity contracts a persons owns. For example, if a person purchases a contract offered by this prospectus and also purchases at approximately the same time an immediate annuity issued by us, the IRS might in certain circumstances treat the two contracts as one contract. In addition, if a person purchases two or more deferred annuity contracts after October 21, 1988 from the same insurance company (or its predecessors or affiliates) during any calendar year, all such contracts will be treated as one contract for purposes of determining the portion of the distribution that is includible in income. The effects of such aggregation are not always clear; however, it could affect the amount of a withdrawal or an annuity income payment that is taxable and the amount which might be subject to the 10% penalty tax described above.
In the case of a qualified contract, the tax law requires for all post-1986 contributions and distributions that all individual retirement accounts and annuities be treated as one contract.
Taxes on Annuity Income Payments
Although the tax consequences may vary depending on the form of annuity selected under the contract, the recipient of Annuity Income payments under the contract generally is taxed on the portion of such income payments that exceed the cost basis in the contract. In the case of fixed income payments, like the annuity Income payments provided under the contract, the exclusion amount is determined by multiplying (1) the annuity income payment by (2) the ratio of the investment in the contract, adjusted for any period certain or refund feature, to the total expected amount of annuity income payments for the term of the contract (as determined under Treasury Department regulations). Once the total amount of the investment in the contract is excluded, Annuity Payments will be fully taxable. If annuity income payments cease because of the death of the Annuitant and before the total amount of the investment in the contract is recovered, the unrecovered amount generally will be allowed as a deduction.
For qualified contracts, we report the cost basis as zero and each Annuity Payment is fully taxed unless you have filed an Internal Revenue Service Form 8606 to identify the part of your Purchase Payment that has been previously taxed.
3.8% Tax on Net Investment Income
Federal tax law imposes a 3.8% Net Investment Income tax on the lesser of
(1) the taxpayer’s “net investment income,” (from non-qualified annuities, interest, dividends, etc., offset by specified allowable deductions), or
(2) the taxpayer’s modified adjusted gross income in excess of a specified income threshold ($250,000 for married couples filing jointly and qualified widows, $125,000 for married couples filing separately, and $200,000 for single filers).
“Net investment income” in item 1 does not include distributions from tax-qualified plans (i.e., IRAs, Roth IRAs, or arrangements described in Code Sections 401(a), 403(a), 403(b), 408, 408A, or 457(b)) but such income will increase “modified adjusted gross income” in item 2.
You should consult your tax advisor regarding the applicability of this tax to income you would receive under this annuity contract.
11

 


10% Penalty Tax on Early Withdrawals or Distributions
A penalty tax equal to 10% of the amount treated as taxable income may be imposed on distributions. The penalty tax applies to early withdrawals or distributions. The penalty tax is not imposed on:
(1) distributions made to persons on or after age 59˝;
(2) distributions made after death of the Owner;
(3) distributions to a recipient who has become disabled;
(4) distributions in substantially equal installments made at least annually for the life (or life expectancy) of the taxpayer or the lives (or life expectancies) of the taxpayer and a designated second person;
(5) in the case of qualified contracts, distributions received from the rollover of the contracts into another qualified contract or IRA;
(6) on separation from service after age 55. This rule does not apply to IRAs (including SEPs and SIMPLE IRAs);
(7) pursuant to a qualified domestic relations order (“QDRO”). This rule does not apply to IRAs (including SEPs and SIMPLE IRAs);
(8) to pay IRS levies (and made after December 31, 1999);
(9) to pay deductible medical expenses; or
(10)in the case of IRAs only, to pay for medical insurance (if you are unemployed), qualified higher education expenses, or for a qualified first-time home purchase up to $10,000.
Other exceptions may be applicable under certain circumstances and special rules apply or may become applicable in connection with the exceptions enumerated above.
We believe that systematic withdrawals under the Systematic Withdrawal Program would not satisfy the exception to the 10-percent penalty tax described in (4) above. You should consult your tax advisor before electing to take systematic withdrawals commencing prior to age 59˝.
Other Tax Information
In the case of a qualified contract, a 50% excise tax is imposed on the amount by which minimum required payments following the death of Owner exceed actual distributions.
We will withhold and remit to the U.S. Government a part of the taxable portion of each distribution made under the contract, unless the Owner or Beneficiary files a written election prior to the distribution stating that he or she chooses not to have any amounts withheld. Such an election will not relieve you of the obligation to pay income taxes on the taxable portion of any distribution.
Exchanges of Contracts
We may issue the contract in exchange for all or part of another annuity or life insurance contract that you own. Such an exchange will be tax free if certain requirements are satisfied. An exchange in whole of an annuity contract for another annuity contract or for a qualified long-term care insurance policy will generally be a tax-free transaction under Section 1035 of the Code. If the exchange is tax free, your investment in the contract immediately after the exchange will generally be the same as that of the contract exchanged. Your Contract Value immediately after the exchange may exceed your investment in the contract. That excess may be includable in income should amounts subsequently be withdrawn or distributed from the contract (e.g. as a partial surrender, full surrender, annuity income payment or death benefit). If you exchange part of an existing contract of a contract, the IRS might treat the two as one annuity contract in certain circumstances. See “Aggregation of Contracts” above.
In addition, before the Annuity Date, if we agree, you may exchange all (but not part) of your Contract Value for any immediate annuity contract we then offer. Such an exchange will be tax free if certain requirements are satisfied.
Some of the ramifications of a partial exchange remain unclear. You should consult your tax advisor concerning potential tax consequences prior to any partial exchange or split of annuity contracts..
12

 


Transfer of a Contract to or from a Revocable Grantor Trust
A contract owned by a revocable grantor trust may be transferred to a grantor, and a contract owned by one or two individual(s) may be transferred to a revocable grantor trust of which the individual(s) is (are) the grantor(s). In either situation, the Annuitant(s) must remain the same. The federal income tax treatment of such transfers is unclear. You should consult your tax advisor before making such a transfer.
Federal Estate Taxes
While no attempt is being made to discuss the federal estate tax implications of the contract, you should keep in mind that the value of an annuity contract owned by a decedent and payable to a beneficiary by virtue of surviving the decedent is included in the decedent's gross estate. Depending on the terms of the annuity contract, the value of the annuity included in the gross estate may be the value of the lump sum payment payable to the designated beneficiary or the actuarial value of the payments to be received by the beneficiary. Consult an estate planning adviser for more information.
Generation-Skipping Transfer Tax
Under certain circumstances, the Code may impose a “generation-skipping transfer tax” when all or part of an annuity contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the contract owner. Regulations issued under the Code may require us to deduct the tax from your contract, or from any applicable payment, and pay it directly to the IRS.
Annuity Purchase Payments By Nonresident Aliens and Foreign Corporations
The discussion above provides general information regarding U.S. federal income tax consequences to annuity purchasers that are U.S. citizens or residents. Purchasers that are not U.S. citizens or residents will generally be subject to the U.S. federal withholding tax on taxable distributions from annuity contracts at a 30% rate, unless a lower treaty rate applies. In addition, purchasers may be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser's country of citizenship or residence. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S., state, and foreign taxation with respect to an annuity contract purchase.
Puerto Rico Tax Considerations
The Puerto Rico Internal Revenue Code of 2011 (the “2011 PR Code”) taxes distributions from non-qualified annuity contracts differently than in the U.S. Distributions that are not in the form of an annuity (including partial surrenders and period certain payments) are treated under the 2011 PR Code first as a return of investment. Therefore, a substantial portion of the amounts distributed generally will be excluded from gross income for Puerto Rico tax purposes until the cumulative amount paid exceeds your tax basis. The amount of income on annuity distributions (payable over your lifetime) is calculated differently under the 2011 PR Code. Since the U.S. source income generated by a Puerto Rico bona fide resident is subject to U.S. income tax and the Internal Revenue Service issued guidance in 2004 which indicated that the income from an annuity contract issued by a U.S. life insurer would be considered U.S. source income, the timing of recognition of income from an annuity contract could vary between the two jurisdictions. Although the 2011 PR Code provides a credit against the Puerto Rico income tax for U.S. income taxes paid, an individual may not get full credit because of the timing differences. You should consult with a personal tax adviser regarding the tax consequences of purchasing an annuity contract and/or any proposed distribution, particularly a partial distribution or election to annuitize.
Special provisions related to damage from a Declared Disaster. Upon the occurrence of a “Declared Disaster”, like a hurricane, Retirement Plans are allowed to make Eligible Distributions to a participant resident of Puerto Rico who requests the same. The Eligible Distribution may not exceed $100,000, be made during a period of time to be identified by the Puerto Rico Treasury through administrative guidance and be used to cover damages or losses suffered, and extraordinary expenses incurred by the individual as a result of the Declared Disaster. The first $10,000 will be exempted from income taxation, including the alternative basic tax, and amounts exceeding $10,000 will be subject to a 10% income tax to be withheld at the source, in lieu of any other income tax, including the alternate basic tax.
Tax Benefits Related to the Assets of the Variable Account
We may be entitled to certain tax benefits related to the assets of the Variable Account. These tax benefits, which may include foreign tax credits and corporate dividends received deductions, are not passed back to the Variable Account or to contract Owners because we are the owner of the assets from which the tax benefits are derived.
13

 


Possible Tax Law Changes
Although the likelihood of legislative changes is uncertain, there is always the possibility that the tax treatment of the contract could change by legislation or otherwise. We will notify you of any changes to your contract. Consult a tax adviser with respect to legislative developments and their effect on the contract.
We have the right to modify the contract in response to legislative changes that could otherwise diminish the favorable tax treatment that annuity contract owners currently receive. We make no guarantee regarding the tax status of the contract and do not intend the above discussion as tax advice.
The Company’s Tax Status
The Company is taxed as a life insurance company under the Code. The earnings of the Variable Account are taxed as part of our operations, and thus the Variable Account is not separately taxed as a “regulated investment company” under the Code. Under the existing federal income tax laws, investment income and capital gains of the Variable Account are not taxed to the extent they are applied under a contract. Therefore, we do not expect to incur federal income taxes on earnings of the Variable Account to the extent the earnings are credited under the contracts. Based on this, no charge is being made currently to the Variable Account for our federal income taxes. We will periodically review the need for a charge to the Variable Account for company federal income taxes. If the Company is taxed on investment income or capital gains of the Variable Account, then the company may impose a charge against the Variable Account in order to provide for such taxes.
Under current laws we may incur state and local taxes (in addition to premium taxes) in several states. At present, these taxes are not significant and are not charged against the contracts or the Variable Account. If the amount of these taxes changes substantially, we may make charges for such taxes against the Variable Account.
14

 


Other Information
Brighthouse Life Insurance Company
Brighthouse Life Insurance Company (BLIC) is a stock life insurance company originally chartered in Connecticut in 1863 and currently subject to the laws of the State of Delaware. Prior to March 6, 2017, BLIC was known as MetLife Insurance Company USA. BLIC is licensed to conduct business in all states of the United States, except New York, and in the District of Columbia, Puerto Rico, Guam, the U.S. and British Virgin Islands and the Bahamas. BLIC is an indirect wholly-owned subsidiary of, and ultimately controlled by, Brighthouse Financial, Inc. (“BHF”), a publicly-traded company. BHF, through its subsidiaries and affiliates, is one of the largest providers of annuity and life insurance products in the U.S. BLIC’s executive offices are located at 11225 North Community House Road, Charlotte, NC 28277.
Requests and Elections
We will treat your request for a contract transaction, or your submission of a Purchase Payment, as received by us if we receive a request conforming to our administrative procedures or a payment at our Annuity Service Center before the close of regular trading on the New York Stock Exchange on that day. We will treat your submission of a Purchase Payment as received by us if we receive a payment at our Annuity Service Center (or a designee receives a payment in accordance with the designee’s administrative procedures) before the close of regular trading on the New York Stock Exchange on that day. If we receive the request, or if we (or our designee) receive the payment, after the close of trading on the New York Stock Exchange on that day, or if the New York Stock Exchange is not open that day, then the request or payment will be treated as received on the next day when the New York Stock Exchange is open. Our Annuity Service Center is located at P.O. Box 770001, Cincinnati, OH 45277-0050. If you send your Purchase Payments or transaction requests to an address other than the one we have designated for receipt of such Purchase Payments or requests, we may return the Purchase Payment to you, or there may be a delay in applying the Purchase Payment or transaction to your contract.
Requests for service may be made:
Through your financial representative
By telephone at (800) 634-9361, between the hours of 8:00AM and 8:00PM Eastern Time
In writing to our Annuity Service Center.
A request or transaction may be rejected or delayed if not in Good Order. If you have any questions, you should contact us or your financial representative before submitting the form or request.
We will use reasonable procedures such as requiring certain identifying information, tape recording the telephone instructions, and providing written confirmation of the transaction, in order to confirm that instructions communicated by telephone, fax, Internet or other means are genuine. Any telephone, fax or Internet instructions reasonably believed by us to be genuine will be your responsibility, including losses arising from any errors in the communication of instructions. As a result of this policy, you will bear the risk of loss. If we do not employ reasonable procedures to confirm that instructions communicated by telephone, fax or Internet are genuine, we may be liable for any losses due to unauthorized or fraudulent transactions. All other requests and elections under your contract must be in writing signed by the proper party, must include any necessary documentation and must be received at our Annuity Service Center to be effective. If acceptable to us, requests or elections relating to beneficiaries and ownership will take effect as of the date signed unless we have already acted in reliance on the prior status. We are not responsible for the validity of any written request or action.
We are not a fiduciary and do not give advice or make recommendations regarding insurance or investment products. Ask your financial representative for guidance regarding any requests or elections and for information about your particular investment needs. Please bear in mind that your financial representative, or any financial firm or financial professional you consult to provide advice, is not acting on our behalf. We do not recommend and are not responsible for any securities transactions or investment strategies involving securities (including account recommendations).
Good Order. A request or transaction generally is considered in Good Order if it complies with our administrative procedures and the required information is complete and accurate. A request or transaction may be rejected or delayed if not in Good Order. Good Order generally means the actual receipt by us of the instructions relating to the requested transaction in writing (or, when permitted, by telephone or Internet as described above) along with all forms, information and supporting legal documentation necessary to effect the transaction. This information and documentation generally includes to the extent applicable to the transaction: your completed application; your contract number; the transaction
15

 


amount (in dollars or percentage terms); if we add additional Investment Options in the future, the names and allocations to and/or from the Investment Option affected by the requested transaction; the signatures of all contract Owners (exactly as indicated on the contract), if necessary; Social Security Number or Tax I.D.; and any other information or supporting documentation that we may require, including any spousal or Joint Owner’s consents. With respect to the Purchase Payment, Good Order also generally includes receipt by us of sufficient funds to effect the purchase. We may, in our sole discretion, determine whether any particular transaction request is in Good Order, and we reserve the right to change or waive any Good Order requirement at any time. If you have any questions, you should contact us or your financial representative before submitting the form or request.
Telephone and Computer Systems. Telephone and computer systems may not always be available. Any telephone or computer system, whether it is yours, your service provider’s, your agent’s, or ours, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you experience technical difficulties or problems, you should make your transaction request in writing to our Annuity Service Center.
Confirming Transactions. We will send out confirmations that a transaction was recently completed. Unless you inform us of any errors within 15 days of receipt, we will consider these communications to be accurate and complete.
Cybersecurity and Certain Business Continuity Risks. Our variable annuity contract business is largely conducted through digital communications and data storage networks and systems operated by us and our service providers or other business partners (e.g., the Investment Options and the firms involved in the distribution and sale of our variable annuity contracts). For example, many routine operations, such as processing Owners’ requests and elections and day-to-day recordkeeping, are all executed through computer networks and systems.
We have established administrative and technical controls and a business continuity plan to protect our operations against cybersecurity breaches. Despite these protocols, a cybersecurity breach could have a material, negative impact on BLIC and the Variable Account, as well as individual Owners and their contracts. Our operations also could be negatively affected by a cybersecurity breach at a third party, such as a governmental or regulatory authority or another participant in the financial markets.
Cybersecurity breaches can be intentional or unintentional events, and can occur through unauthorized access to computer systems, networks or devices; infection from computer viruses or other malicious software code; or attacks that shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. Other disruptive events, including (but not limited to) natural disasters and public health crises, may adversely affect our ability to conduct business, in particular if our employees or the employees of our service providers are unable or unwilling to perform their responsibilities as a result of any such event. Cybersecurity breaches and other disruptions to our business operations can interfere with our processing of contract transactions, including the processing of transfer orders from our website or with the Investment Options; impact our ability to calculate Accumulation Unit values; cause the release and possible destruction of confidential Owner or business information; or impede order processing or cause other operational issues.
Cybersecurity breaches may also impact the issuers of securities in which the Investment Options invest, and it is possible the funds underlying your contract could lose value. There can be no assurance that we or our service providers or the Investment Options will avoid losses affecting your contract due to cyber-attacks or information security breaches in the future.
Although we continually make efforts to identify and reduce our exposure to cybersecurity risk, there is no guarantee that we will be able to successfully manage and mitigate this risk at all times. Furthermore, we cannot control the cybersecurity plans and systems implemented by third parties, including service providers or issuers of securities in which the Investment Options invest.
COVID-19. The outbreak of the novel coronavirus known as COVID-19 was declared a pandemic by the World Health Organization in March 2020. The pandemic has resulted in significant financial market volatility, a deterioration in general economic conditions, record-low interest rates, global business disruptions affecting companies across various industries, and wide-ranging changes in consumer behavior. The duration and impact of the COVID-19 public health crisis on the financial markets and overall economy are uncertain, as is the efficacy of government and central bank interventions. Although the Company has implemented risk management and contingency plans and taken preventative measures and other precautions so it can continue to provide products and services to its customers, it is not currently possible to accurately estimate the full impact that the COVID-19 pandemic will have on the Company. The Company
16

 


continues to closely monitor this evolving situation, including the impact on services provided by third-party vendors. However, there can be no assurance that any future impact from the COVID-19 pandemic will not be significant to the Company and/or with respect to the services the Company or its customers receive from third-party vendors.
Significant market volatility and negative investment returns in the financial markets resulting from the COVID-19 pandemic could have a negative impact on returns of the Investment Options in which the Variable Account invests. Declines in or sustained low interest rates can cause a reduction in investment income for the Investment Options. If these market conditions continue, and depending on your individual circumstances (e.g., your selected investment options and the timing of any transfers or withdrawals), you may experience (perhaps significant) negative returns under the contract. You should consult with your financial representative about how the COVID-19 pandemic and the recent market conditions may impact your future investment decisions related to the contract, based on your individual circumstances.
Financial Statements
Our financial statements and the financial statements of the Variable Account have been included in the SAI.
Table of Contents of the Statement of Additional Information
The Company  
The Separate Account  
Services  
Independent Registered Public Accounting Firm  
Custodian  
Distribution  
Underwriting Commissions  
Calculation of Performance Information  
Total Return  
Historical Unit Values  
Reporting Agencies  
Annuity Provisions  
Fixed Annuity  
Mortality and Expense Guarantee  
Legal or Regulatory Restrictions on Transactions  
Tax Status of the Contracts  
Financial Statements  
17

 


APPENDIX A
Accumulation Unit Values
2.05% Separate Account Product Charges
  Accumulation
Unit Value at
Beginning of
Period
  Accumulation
Unit Value at
End of
Period
  Number of
Accumulation
Units
Outstanding at
End of Period
Fidelity
Fidelity VIP Funds Manager 50% Fund Investor Sub-Account
08/22/2012 to 12/31/2012

11.124856   11.306894   22,149,822.4330
01/01/2013 to 12/31/2013

11.306894   12.727803   87,080,669.0050
01/01/2014 to 12/31/2014

12.727803   13.105051   148,388,716.9834
01/01/2015 to 12/31/2015

13.105051   12.856961   180,720,520.1935
01/01/2016 to 12/31/2016

12.856961   13.127790   179,875,149.6555
01/01/2017 to 12/31/2017

13.127790   14.721982   168,521,440.6653
01/01/2018 to 12/31/2018

14.721982   13.671211   146,007,736.3602
01/01/2019 to 12/31/2019

13.671211   15.790092   121,398,750.1627
01/01/2020 to 12/31/2020

15.790092   17.631496   107,342,054.6358
Fidelity VIP Funds Manager 60% Fund Investor Sub-Account
01/01/2011 to 12/31/2011

9.876860   9.480974   137,842,011.2791
01/01/2012 to 12/31/2012

9.480974   10.365262   178,181,696.5319
01/01/2013 to 12/31/2013

10.365262   12.045468   172,564,523.3884
01/01/2014 to 12/31/2014

12.045468   12.438851   166,302,049.8198
01/01/2015 to 12/31/2015

12.438851   12.236507   156,679,357.4095
01/01/2016 to 12/31/2016

12.236507   12.562276   135,074,076.2082
01/01/2017 to 12/31/2017

12.562276   14.399012   105,304,326.7354
01/01/2018 to 12/31/2018

14.399012   13.196941   89,740,556.2734
01/01/2019 to 12/31/2019

13.196941   15.578109   77,404,837.2461
01/01/2020 to 12/31/2020

15.578109   17.569317   70,935,781.4190
1.90% Separate Account Product Charges
  Accumulation
Unit Value at
Beginning of
Period
  Accumulation
Unit Value at
End of
Period
  Number of
Accumulation
Units
Outstanding at
End of Period
Fidelity
Fidelity VIP Funds Manager 50% Fund Investor Sub-Account
08/22/2012 to 12/31/2012

11.231566   11.421494   16,931,005.8007
01/01/2013 to 12/31/2013

11.421494   12.876095   71,873,361.1546
01/01/2014 to 12/31/2014

12.876095   13.277637   120,037,694.6375
01/01/2015 to 12/31/2015

13.277637   13.045836   159,682,070.3686
01/01/2016 to 12/31/2016

13.045836   13.340635   159,687,309.8494
01/01/2017 to 12/31/2017

13.340635   14.983056   148,363,379.7074
01/01/2018 to 12/31/2018

14.983056   13.934659   129,164,295.4457
01/01/2019 to 12/31/2019

13.934659   16.118523   106,986,316.6361
01/01/2020 to 12/31/2020

16.118523   18.025306   93,306,564.7306
Fidelity VIP Funds Manager 60% Fund Investor Sub-Account
01/01/2011 to 12/31/2011

9.926803   9.543188   134,622,179.9628
01/01/2012 to 12/31/2012

9.543188   10.449018   167,454,304.0728
01/01/2013 to 12/31/2013

10.449018   12.161018   160,587,163.0855
18

 


  Accumulation
Unit Value at
Beginning of
Period
  Accumulation
Unit Value at
End of
Period
  Number of
Accumulation
Units
Outstanding at
End of Period
01/01/2014 to 12/31/2014

12.161018   12.577023   153,122,969.0660
01/01/2015 to 12/31/2015

12.577023   12.391006   142,966,709.3182
01/01/2016 to 12/31/2016

12.391006   12.739979   115,915,631.6503
01/01/2017 to 12/31/2017

12.739979   14.624542   86,497,299.2279
01/01/2018 to 12/31/2018

14.624542   13.423883   71,695,890.3508
01/01/2019 to 12/31/2019

13.423883   15.869776   60,029,213.6072
01/01/2020 to 12/31/2020

15.869776   17.925195   53,496,405.6371
19


Statement Of Additional Information
Individual Variable Deferred Annuity Contract
Issued By
BRIGHTHOUSE Separate Account A
And
BRIGHTHOUSE Life Insurance Company
BRIGHTHOUSE Growth And Income Variable Annuity
This Is Not A Prospectus. This Statement Of Additional Information Should Be Read In Conjunction With The Prospectus Dated May 1, 2017, (As Supplemented), For The Individual Variable Deferred Annuity Contract That Is Described Herein.
The Prospectus Concisely Sets Forth Information That A Prospective Investor Ought To Know Before Investing. For A Copy Of The Prospectus Write Us At: Annuity Service Center, P.O. Box 770001, Cincinnati, OH 45277-0050, Or Call (800) 544-2442.
This Statement Of Additional Information Is Dated April 30, 2021.
SAI-0421BLICBGI

 


2

 


Table of Contents
THE Company
Brighthouse Life Insurance Company History
Brighthouse Life Insurance Company (“BLIC” or the “Company”) is a Delaware corporation originally incorporated in Connecticut in 1863. Prior to March 6, 2017, BLIC was known as MetLife Insurance Company USA. BLIC is licensed to conduct business in all U.S. states (except New York), the District of Columbia, Puerto Rico, Guam, the U.S. Virgin Islands, the British Virgin Islands and the Bahamas. BLIC is an indirect, wholly-owned subsidiary of, and ultimately controlled by, Brighthouse Financial, Inc. (“BHF”), a publicly-traded company. Prior to August 4, 2017, the Company was an indirect wholly-owned subsidiary of MetLife, Inc. On that date, MetLife, Inc. distributed approximately 80.8% of BHF’s common stock to holders of MetLife Inc.’s common stock, and BHF became a separate, publicly-traded company. BHF, through its subsidiaries and affiliates, is one of the largest providers of annuity and life insurance products in the United States. BLIC’s executive offices are located at 11225 North Community House Road, Charlotte, NC 28277.
MetLife Insurance Company USA: From the close of business on November 14, 2014 to March 6, 2017, BLIC was called, MetLife Insurance Company USA (MetLife USA). MetLife USA was established following the close of business on November 14, 2014, when MetLife Investors USA Insurance Company, a wholly-owned subsidiary of MetLife Insurance Company of Connecticut, MetLife Investors Insurance Company and Exeter Reassurance Company, Ltd. were merged into MetLife Insurance Company of Connecticut, and MetLife Insurance Company of Connecticut was then renamed MetLife Insurance Company USA. Simultaneously, MetLife Insurance Company USA changed its domicile from Connecticut to the state of Delaware. As a result of this merger, MetLife USA assumed legal ownership of all of the assets of these predecessor companies, including assets held in the separate accounts, and became responsible for administering the contracts and paying any benefits due under all contracts issued by each of its corporate predecessors. These predecessor companies that issued contracts on and prior to November 14, 2014 were the following:
MetLife Insurance Company of Connecticut: MetLife Insurance Company of Connecticut (MICC), originally chartered in Connecticut in 1863, was known as Travelers Insurance Company prior to May 1, 2006 . MICC changed its name to MetLife Insurance Company USA and its state of domicile to Delaware after November 14, 2014 as described under “MetLife Insurance Company USA” above.
MetLife Life and Annuity Company of Connecticut: MetLife Life and Annuity Company of Connecticut (MLAC), originally chartered in Connecticut in 1973, was known as Travelers Life and Annuity Company prior to May 1, 2006. On or about December 7, 2007, MLAC merged with and into MICC.
MetLife Investors USA Insurance Company: MetLife Investors USA Insurance Company (MLI USA), originally chartered in Delaware in 1960, was known as Security First Life Insurance Company prior to January 8, 2001. MLI USA was merged into BLIC after the close of business on November 14, 2014, as described under “MetLife Insurance Company USA” above.
MetLife Investors Insurance Company: MetLife Investors Insurance Company (MLI), originally chartered in Missouri in 1981, was known as Cova Financial Services Life Insurance Company prior to February 12, 2001. MLI was merged into BLIC after the close of business on November 14, 2014, as described under “MetLife Insurance Company USA” above.
MetLife Investors Insurance Company of California: MetLife Investors Insurance Company of California (MLI-CA), originally chartered in California in 1972, was known as Cova Financial Life Insurance Company prior to February 12, 2001. On November 9, 2006 MLI-CA merged with and into MLI.
3

 


Table of Contents
THE SEPARATE ACCOUNT
We have established a Separate Account, Brighthouse Separate Account A (the “Separate Account”), to hold the assets that underlie the contracts. The Board of Directors of our predecessor, MetLife Investors USA Insurance Company (MLI USA), adopted a resolution to establish the Separate Account under Delaware insurance law on May 29, 1980. We have registered the Separate Account with the SEC as a unit investment trust under the Investment Company Act of 1940. The Separate Account is divided into subaccounts.
SERVICES
BLIC maintains certain books and records of the Separate Account and provides certain issuance and other administrative services for the Contracts as well as other contracts and policies issued by BLIC.
Fidelity Investment Life Insurance (“Fidelity”), which has its principal office at 900 Salem Street, Smithfield, RI 02917, provides recordkeeping services to BLIC in connection with our administration of the Brighthouse Growth and Income Variable Annuity Contracts. Fidelity is not affiliated with BLIC, the Separate Account or any of BLIC’s affiliates, including the Contract’s principal underwriter, Brighthouse Securities, LLC. The amount paid to Fidelity for the period January 1, 2020 through December 31, 2020 was $8,425,434.
Independent Registered Public Accounting Firm
The financial statements comprising each of the Sub-Accounts of Brighthouse Separate Account A, incorporated by reference in this Statement of Additional Information, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The financial statements, and the related financial statement schedules, of Brighthouse Life Insurance Company, incorporated by reference in this Statement of Additional Information, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements and financial statement schedules have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The principal business address of Deloitte & Touche LLP is 650 South Tryon Street, Suite1800, Charlotte, North Carolina 28202-3512.
Custodian
Brighthouse Life Insurance Company, 11225 North Community House Road, Charlotte, NC 28277, is the custodian of the assets of the Separate Account. The custodian has custody of all cash of the Separate Account and handles the collection of proceeds of shares of the underlying funds bought and sold by the Separate Account.
Distribution
Information about the distribution of the contracts is contained in the prospectus. (See “Other Information.”) Additional information is provided below.
Currently the contract is not available for new sales.
Brighthouse Securities, LLC (Distributor) serves as principal underwriter for the contracts. Distributor and the Company are affiliates because they are both under common control of Brighthouse Financial, Inc. Distributor’s home office is located at 11225 North Community House Road, Charlotte, NC 28277. Distributor is registered as a broker-dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority (FINRA). Distributor has entered into selling agreements with other broker-dealers (“selling firms”) and compensates them for their services.
4

 


Table of Contents
The following table shows the amount of commissions paid to and the amount of commissions retained by the Distributor and principal underwriter.
Underwriting Commissions
Year   Underwriting
Commissions Paid
to the Distributor
by the Company
  Amount of
Underwriting Commissions
Retained by the Distributor
2020

  $651,736,999   $0
2019

  $649,095,230   $0
2018

  $604,739,251   $0
Distributor passes through commissions to selling firms for their sales. In addition we pay compensation to Distributor to offset its expenses, including compensation costs, marketing and distribution expenses, advertising, wholesaling, printing, and other expenses of distributing the contracts.
As noted in the prospectus, we and Distributor pay compensation to all selling firms in the form of commissions and certain types of non-cash compensation. We and Distributor may pay additional compensation to selected firms, including marketing allowances, introduction fees, persistency payments, preferred status fees and industry conference fees. The terms of any particular agreement governing compensation may vary among selling firms and the amounts may be significant. The amount of additional compensation (non-commission amounts) paid to selected selling firms during 2020 ranged from $375 to $12,262,239.* The amount of commissions paid to selected selling firms during 2020 ranged from $0 to $70,041,584. The amount of total compensation (includes non-commission as well as commission amounts) paid to selected selling firms during 2020 ranged from $375 to $74,718,078.*
* For purposes of calculating this range, the additional compensation (non-commission) amounts received by a selling firm includes additional compensation received by the firm for the sale of insurance products issued by our affiliate Brighthouse Life Insurance Company of NY.
The following list sets forth the names of selling firms that received additional compensation in 2020 in connection with the sale of our variable annuity contracts, variable life policies and other insurance products (including the contracts offered by the prospectus). The selling firms are listed in alphabetical order.    
Advisor Group, Inc.
Aegis Capital Corp.
American Portfolios Financial Services, Inc
Ameritas Investment Corp
Ameriprise Financial Services, Inc.
Arvest Investments Inc
Avantax Investment Services, Inc.
AXA Network LLC
Benjamin R. Edwards & Co.
Berthel Fisher Company
Cabot Lodge Securities LLC
Cadaret Grant & Co., Inc
Calton & Associates Inc.
Cambridge Investment Research, Inc.
Capital Investments Group, Inc.
Capital Investment Brokerage, Inc.
Centaurus Financial, Inc.
Cetera Advisor Networks LLC
Cetera Investment Services LLC
5

 


Table of Contents
CFD Investment, Inc.
Citigroup Global Markets, Inc.
Commonwealth Financial Network
Community America Financial Solutions, LLC
Concord Investment Services, LLC
CUNA Brokerage Services, Inc.
CUSO Financial Services, L.P.
Edward D. Jones & Co., L.P.
Equity Services, Inc.
First Allied Securities, Inc.
First Citizens Investor Services, Inc.
First Horizon Advisors, Inc.
Founders Financial Securities, LLC
FSC Securities Corporation
GWN Securities Corporation
H. Beck, Inc.
IFP Securities, LLC
Independent Financial Group, LLC
Infinex Investments, Inc.
Infinity Financial Services
Investacorp, Inc.
Janney Montgomery Scott, LLC
J.W. Cole Financial, Inc.
Kestra Investment Services, LLC
Key Investment Services LLC
LifeMark Securities Corp.
Lincoln Investment Planning Inc.
Lion Street Financial, LLC
LPL Financial LLC
Merrill Lynch, Inc.
Mid Atlantic Capital Corporation
MML Investors Services, LLC
Morgan Stanley Smith Barney, LLC
NEXT Financial Group, Inc.
Oppenheimer & Co. Inc.
Park Avenue Securities LLC
Parkland Securities, LLC
PFS Investments Inc.
ProEquities, Inc.
Purshe Kaplan Sterling Investments, Inc.
Raymond James & Associates, Inc.
RBC Wealth Management
Royal Alliance Associates, Inc.
SagePoint Financial, Inc.
Sigma Financial Corporation
Stifel, Nicolaus & Company, Incorporated
SunTrust Investment Services, Inc.
The Investment Center, Inc.
The Leader’s Group, Inc.
Transamerica Financial Advisors, Inc.
Triad Advisors, Inc.
UBS Financial Services, Inc.
6

 


Table of Contents
UnionBanc Investment Services, LLC
United Planners Financial Services
U.S. Bancorp Investments, Inc.
ValMark Securities, Inc.
Vandervelt Securities, LLC
Voya Financial Advisors, Inc.
Waddell & Reed
Wells Fargo Advisors, LLC
Woodbury Financial Services, Inc.
There are other broker dealers who receive compensation for servicing our contracts, and the Account Value of the contracts or the amount of added Purchase Payments received may be included in determining their additional compensation, if any.
Reduction Or Elimination Of The Withdrawal Charge. We may reduce or eliminate the withdrawal charge under the Contract when certain sales or administration of the Contract result in savings or reduced expenses and/or risks. We will not reduce or eliminate the withdrawal charge where such reduction or elimination would be unfairly discriminatory to any person.
Calculation Of Performance Information
Total Return
From time to time, the Company may advertise performance data. Such data will show the percentage change in the value of an Accumulation Unit based on the performance of an investment portfolio over a period of time, usually a calendar year, determined by dividing the increase (decrease) in value for that unit by the Accumulation Unit value at the beginning of the period.
Any such advertisement will include total return figures for the time periods indicated in the advertisement. Such total return figures will reflect the deduction of the Separate Account product charges, the expenses for the underlying investment portfolio being advertised and any applicable account fee, withdrawal charge, and/or LWG rider charge. For purposes of calculating performance information, the LWG rider charge is currently reflected as a percentage of account value. Premium taxes are not reflected. The deduction of such charges would reduce any percentage increase or make greater any percentage decrease.
The hypothetical value of a contract purchased for the time periods described in the advertisement will be determined by using the actual Accumulation Unit values for an initial $1,000 Purchase Payment, and deducting any applicable account fee and any applicable sales charge to arrive at the ending hypothetical value. The average annual total return is then determined by computing the fixed interest rate that a $1,000 Purchase Payment would have to earn annually, compounded annually, to grow to the hypothetical value at the end of the time periods described. The formula used in these calculations is:
P (1 + T)n = ERV
Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV  =  ending redeemable value at the end of the time periods used (or fractional portion thereof) of a hypothetical $1,000 payment made at the beginning of the 1, 5 or 10 year periods used.
7

 


Table of Contents
The Company may also advertise performance data which will be calculated in the same manner as described above but which will not reflect the deduction of a withdrawal charge, or LWG rider charge. Premium taxes are not reflected. The deduction of such charges would reduce any percentage increase or make greater any percentage decrease.
Owners should note that the investment results of each investment portfolio will fluctuate over time, and any presentation of the investment portfolio’s total return for any period should not be considered as a representation of what an investment may earn or what the total return may be in any future period.
Historical Unit Values
The Company may also show historical Accumulation Unit values in certain advertisements containing illustrations. These illustrations will be based on actual Accumulation Unit values.
In addition, the Company may distribute sales literature which compares the percentage change in Accumulation Unit values for any of the investment portfolios against established market indices such as the Standard & Poor’s 500 Composite Stock Price Index, the Dow Jones Industrial Average or other management investment companies which have investment objectives similar to the investment portfolio being compared. The Standard & Poor’s 500 Composite Stock Price Index is an unmanaged, unweighted average of 500 stocks, the majority of which are listed on the New York Stock Exchange. The Dow Jones Industrial Average is an unmanaged, weighted average of thirty blue chip industrial corporations listed on the New York Stock Exchange. Both the Standard & Poor’s 500 Composite Stock Price Index and the Dow Jones Industrial Average assume quarterly reinvestment of dividends.
Reporting Agencies
The Company may also distribute sales literature which compares the performance of the Accumulation Unit values of the Contracts with the unit values of variable annuities issued by other insurance companies. Such information will be derived from the Lipper Variable Insurance Products Performance Analysis Service, the VARDS Report or from Morningstar.
The Lipper Variable Insurance Products Performance Analysis Service is published by Lipper Analytical Services, Inc., a publisher of statistical data which currently tracks the performance of thousands of investment companies. The rankings compiled by Lipper may or may not reflect the deduction of asset-based insurance charges. The Company’s sales literature utilizing these rankings will indicate whether or not such charges have been deducted. Where the charges have not been deducted, the sales literature will indicate that if the charges had been deducted, the ranking might have been lower.
The VARDS Report is a monthly variable annuity industry analysis compiled by Variable Annuity Research & Data Service. The VARDS rankings may or may not reflect the deduction of asset-based insurance charges. In addition, VARDS prepares risk adjusted rankings, which consider the effects of market risk on total return performance. This type of ranking may address the question as to which funds provide the highest total return with the least amount of risk. Other ranking services may be used as sources of performance comparison, such as CDA/Weisenberger.
Morningstar rates a variable annuity against its peers with similar investment objectives. Morningstar does not rate any variable annuity that has less than three years of performance data.
Annuity Provisions
Fixed Annuity
A fixed annuity is a series of payments made during the annuity phase which are guaranteed as to dollar amount by the Company and do not vary with the investment experience of the Separate Account. The Adjusted Contract Value is determined on the annuity calculation date, which is a Business Day no more than five (5) Business Days before the Annuity Date. This value will be used to determine the fixed annuity monthly payment. The monthly annuity payment will be based upon the Annuity Option elected, the Annuitant’s age, the Annuitant’s sex (where
8

 


Table of Contents
permitted by law), and the appropriate Annuity Option table. Your annuity rates will not be less than those guaranteed in your contract at the time of purchase. If, as of the annuity calculation date, the then current Annuity Option rates applicable to this class of contracts provide an annuity payment greater than that which is guaranteed under the same Annuity Option under this contract, the greater payment will be made.
Mortality And Expense Guarantee
The Company guarantees that the dollar amount of each annuity payment after the first annuity payment will not be affected by variations in mortality or expense experience.
Legal Or Regulatory Restrictions On Transactions
If mandated under applicable law, the Company may be required to reject a premium payment. The Company may also be required to block a contract Owner’s account and thereby refuse to pay any request for transfers, withdrawals, surrenders, death benefits or continue making Annuity Payments until instructions are received from the appropriate regulator.
Tax Status Of The Contracts
Tax law imposes several requirements that variable annuities must satisfy in order to receive the tax treatment normally accorded to annuity contracts.
DIVERSIFICATION. In order for your Non-Qualified Contract to be considered an annuity contract for federal income tax purposes, we must comply with certain diversification standards with respect to the investments underlying the contract. We believe that we satisfy and will continue to satisfy these diversification standards. However, the tax law concerning these rules is subject to change and to different interpretations. Inadvertent failure to meet these standards may be correctable. Failure to meet these standards would result in immediate taxation to contract Owners of gains under their contracts. Consult your tax adviser prior to purchase.
If underlying fund shares are sold directly to tax-qualified retirement plans that later lose their tax-qualified status or to non-qualified plans, the Separate Accounts investing in the underlying fund may fail the diversification requirements of Section 817, which could have adverse tax consequences for variable contract Owners, including losing the benefit of tax deferral.
REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for federal income tax purposes, Section 72(s) of the Code generally requires any Non-Qualified Contract to contain certain provisions specifying how your interest in the contract will be distributed in the event of the death of an Owner of the contract (or on the death of, or change in, any primary Annuitant where the contract is owned by a non-natural person). Specifically, Section 72(s) requires that: (a) if any Owner dies on or after the annuity starting date, but prior to the time the entire interest in the contract has been distributed, the entire interest in the contract will be distributed at least as rapidly as under the method of distribution being used as of the date of such Owner’s death; and (b) if any Owner dies prior to the annuity starting date, the entire interest in the contract will be distributed within five years after the date of such Owner’s death. These requirements will be considered satisfied as to any portion of an Owner’s interest which is payable to or for the benefit of a designated Beneficiary and which is distributed over the life of such designated Beneficiary or over a period not extending beyond the life expectancy of that Beneficiary, provided that such distributions begin within one year of the Owner’s death. The designated Beneficiary refers to a natural person designated by the Owner as a Beneficiary and to whom ownership of the contract passes by reason of death. However, if the designated Beneficiary is the surviving spouse of the deceased Owner, the contract may be continued with the surviving spouse as the new Owner.
The Non-Qualified Contracts contain provisions that are intended to comply with these Code requirements, although no regulations interpreting these requirements have yet been issued. We intend to review such provisions and modify them if necessary to assure that they comply with the applicable requirements when such requirements are clarified by regulation or otherwise.
Other rules may apply to Qualified Contracts.
9

 


Table of Contents
MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS. Federal tax law requires that annual Required Minimum Distributions (“RMD”)begin by April 1st of the calendar year following the calendar year in which an IRA Owner attains age 72 (age 70 ˝, if you were born on or before June 30, 1949). If you own more than one individual retirement annuity and/ or account, you may satisfy the minimum distribution rules on an aggregate basis (i.e., determine the total amount of required distributions from all IRAs and take the required amount from any one or more IRAs). Recently promulgated Treasury regulations changed the distribution requirements; therefore, it is important that you consult your tax adviser as to the impact of these regulations on your personal situation.
The regulations also require that beginning for the 2006 distribution year, the value of all benefits under a deferred annuity including death benefits in excess of cash value must be added to the Account Value in computing the amount required to be distributed over the applicable period. The new rules are not entirely clear and you should consult your own tax advisors as to how these rules affect your own contract. We will provide you with additional information regarding the amount that is subject to minimum distribution under this new rule.
If you intend to receive your minimum distributions in the form of annuity payments under an Annuity Income Option payable over the joint lives of you and a Beneficiary, or over a guaranteed duration of more than 10 years, be advised that the federal tax law may require that after your death, any remaining payments be made over a shorter period or be reduced to satisfy the RMD rules and avoid the 50% excise tax. Other complex rules also apply to RMDs taken in the form of Annuity Payments. Consult your tax advisor.
MINIMUM DISTRIBUTIONS FOR BENEFICIARIES UPON THE CONTRACT OWNER’S DEATH. Upon the death of the contract Owner and/or Annuitant of a Qualified Contract, the funds remaining in the contract must be completely withdrawn within 5 years from the date of death (including in a single lump sum) or, in certain limited circumstances, minimum distributions may be taken over the life or life expectancy of the individual beneficiaries (and in certain situations, trusts for individuals), provided such distributions are payable at least annually and begin within one year from the date of death. Different tax Rules may apply if your Beneficiary is not a natural person, such as your estate.
Congress recently changed the RMD rules for individuals who die after 2019. The after-death RMD rules are complex, and you should consult your tax advisor about how they may apply to your situation. Effective January 1, 2020, when an IRA owner or participant in a defined contribution plan dies, any remaining interest generally must be distributed within 10 years (or in some cases five years) after his or her death, unless an exception applies. An exception permits an “eligible designated beneficiary” to take distributions over life or a period not exceeding life expectancy, subject to special rules and limitations. An “eligible designated beneficiary” includes: the IRA owner/participant’s spouse or minor child (until the child reaches age of majority), certain disabled or chronically ill individuals, and an individual who is not more than 10 years younger than the IRA owner/participant. Generally, distributions under this exception must start by the end of the year following your death. We may limit any payment option over life, or period not exceeding life expectancy, to certain categories of eligible designed beneficiary. Any annuity payment or withdrawal option made available under the contract must comply with applicable federal income tax rules.
Special rules apply in the case of an IRA where the Beneficiary is the surviving spouse which allow the spouse to assume the contract as Owner. Alternative rules permit a spousal Beneficiary under a Qualified Contract, including an IRA, to defer the minimum distribution requirements until the end of the year in which the deceased spouse would have attained age 72 (age 70 ˝, if you were born on or before June 30, 1949), or to rollover the death proceeds to his or her own IRA or to another eligible retirement plan in which he or she participates.
If you die after annuity payments have already begun in accordance with an Annuity Income Option under a Qualified Contract, any remaining payments under the contract also must be made in accordance with the RMD rules. In some cases, those rules may require that the remaining payments be made over a shorter period than originally elected or otherwise adjusted to comply with the tax law.
10

 


Table of Contents
FINANCIAL STATEMENTS
The financial statements of the Company should be considered only as bearing upon the ability of the Company to meet its obligations under the contract.
11


PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statements
The financial statements of each of the Sub-Accounts of the Separate Account are incorporated by reference in Part B hereof and include:
1. Report of Independent Registered Public Accounting Firm.
2. Statements of Assets and Liabilities as of December 31, 2020.
3. Statements of Operations for the year ended December 31, 2020.
4. Statements of Changes in Net Assets for the years ended December 31, 2020 and 2019.
5. Notes to the Financial Statements.
The consolidated financial statements and financial statement schedules of the Company and subsidiaries are incorporated by reference in Part B hereof and include:
1. Report of Independent Registered Public Accounting Firm.
2. Consolidated Balance Sheets as of December 31, 2020 and 2019.
3. Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018.
4. Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and 2018.
5. Consolidated Statements of Equity for the years ended December 31, 2020, 2019 and 2018.
6. Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018.
7. Notes to the Consolidated Financial Statements.
8. Financial Statement Schedules.
b. Exhibits
2. Not Applicable.

 



 



 


11. Not Applicable.
12. Not Applicable.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The following are the Officers and Directors who are engaged directly or indirectly in activities relating to the Registrant or the variable annuity contracts offered by the Registrant and the executive officers of the Company:
Name and Principal Business Address   Positions and Offices with Depositor
Eric Steigerwalt
11225 North Community House Road
Charlotte, NC 28277
  Director, Chairman of the Board, President and Chief Executive Officer
    
Myles Lambert
11225 North Community House Road
Charlotte, NC 28277
Director and Vice President  
    
Conor Murphy
11225 North Community House Road
Charlotte, NC 28277
Director and Vice President
    
John Rosenthal
334 Madison Avenue
Morristown, NJ 07960
Director, Vice President and Chief Investment Officer  
    
Edward Spehar
11225 North Community House Road
Charlotte, NC 28277
Director, Vice President and Chief Financial Officer
    
Michele Abate
One Financial Center, 21st Floor
Boston, MA 02111
Vice President
    

 


Devon Arendosh
11225 North Community House Road
Charlotte, NC 28277
Vice President and Chief Information Security Officer
    
D. Burt Arrington
11225 North Community House Road
Charlotte, NC 28277
Vice President and Secretary
    
Kimberly Berwanger
11225 North Community House Road
Charlotte, NC 28277
Vice President
    
David Chamberlin
18205 Crane Nest Drive
Tampa, FL 33647
Vice President
    
Patrisha Cox
11225 North Community House Road
Charlotte, NC 28277
Vice President
    
Ruth Damian
11225 North Community House Road
Charlotte, NC 28277
Vice President
    
Kumar Das Gupta
11225 North Community House Road
Charlotte, NC 28277
Vice President  
    
Christine DeBiase
11225 North Community House Road
Charlotte, NC 28277
Vice President, General Counsel and Assistant Secretary  
    
Andrew DeRosa
334 Madison Avenue
Morristown, NJ 07960
Vice President  
    
David Dooley
334 Madison Avenue
Morristown, NJ 07960
Vice President
    
Meghan Doscher
11225 North Community House Road
Charlotte, NC 28277
Vice President
    
Micah Dowling
11225 North Community House Road
Charlotte, NC 28277
Vice President
    
Lynn Dumais
11225 North Community House Road
Charlotte, NC 28277
Vice President and Chief Accounting Officer
    
Tara Figard
11225 North Community House Road
Charlotte, NC 28277
Vice President
    

 


Gianna Figaro-Sterling
11225 North Community House Road
Charlotte, NC 28277
Vice President and Controller
    
Kevin Finneran
11225 North Community House Road
Charlotte, NC 28277
Vice President and Illustration Officer
    
Jason Frain
11225 North Community House Road
Charlotte, NC 28277
Vice President
    
Ryan Fuhs
11225 North Community House Road
Charlotte, NC 28277
Vice President
    
James Grady
334 Madison Avenue
Morristown, NJ 07960
Vice President  
    
Jeffrey Halperin
11225 North Community House Road
Charlotte, NC 28277
Vice President and Chief Compliance Officer
    
Christopher Hartsfield
11225 North Community House Road
Charlotte, NC 28277
Vice President and Assistant Secretary
    
Jeffrey Hughes
11225 North Community House Road
Charlotte, NC 28277
Vice President and Chief Technology Officer
    
Jacob Jenkelowitz
285 Madison Avenue
New York, NY 10017
Vice President and Assistant Secretary
    
Roger Kramer, Jr.
334 Madison Avenue
Morristown, NJ 07960
Vice President  
    
Donald Leintz
11225 North Community House Road
Charlotte, NC 28277
Vice President
    
John Lima
334 Madison Avenue
Morristown, NJ 07960
Chief Derivatives Officer
    
Philip Melville
334 Madison Avenue
Morristown, NJ 07960
Vice President and Chief Risk Officer  
    
Janet Morgan
11225 North Community House Road
Charlotte, NC 28277
Vice President and Treasurer
    

 


Gerard Nigro
11225 North Community House Road
Charlotte, NC 28277
Vice President
    
Alan Otis
One Financial Center, 21st Floor
Boston, MA 02111
Vice President
    
Melissa Pavlovich
11225 North Community House Road
Charlotte, NC 28277
Vice President and Tax Director
    
Marc Pucci
334 Madison Avenue
Morristown, NJ 07960
Vice President
    
Jose Singer-Freeman
11225 North Community House Road
Charlotte, NC 28277
Vice President
    
Kristi Slavin
One Financial Center, 21st Floor
Boston, MA 02111
Vice President
    
Roger Andrew Vigar
11225 North Community House Road
Charlotte, NC 28277
Vice President  
    
Michael Villella
11225 North Community House Road
Charlotte, NC 28277
Vice President and Illustration Actuary
    
Antoine Walthour
11225 North Community House Road
Charlotte, NC 28277
Vice President  
    
Mark Wessel
11225 North Community House Road
Charlotte, NC 28277
Vice President  
    
Natalie Wright
11225 North Community House Road
Charlotte, NC 28277
Vice President
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT
The Registrant is a separate account of Brighthouse Life Insurance Company (“BLIC” or the “Company”) under Delaware insurance law. BLIC is an indirect subsidiary of Brighthouse Financial, Inc., a publicly-traded company. The following outline indicates those entities that are controlled by Brighthouse Financial, Inc. or are under the common control of Brighthouse Financial, Inc. No person is controlled by the Registrant.
ORGANIZATIONAL STRUCTURE OF BRIGHTHOUSE FINANCIAL, INC. AND SUBSIDIARIES
AS OF DECEMBER 31, 2020
The following is a list of subsidiaries of Brighthouse Financial, Inc. as of December 31, 2020.
That entity which is listed at the left margin (labeled with a capital letter) is a direct subsidiary of Brighthouse Financial, Inc. (DE)

 


Each entity which is indented under another entity is a subsidiary of that other entity and, therefore, an indirect subsidiary of Brighthouse Financial, Inc.
The voting securities of the subsidiaries listed are 100% owned by their respective parent corporations. The jurisdiction of domicile of each subsidiary listed is set forth in the parenthetical following such subsidiary.
A. Brighthouse Holdings, LLC (DE)
  1. New England Life Insurance Company (MA)
  2. Brighthouse Life Insurance Company (DE)
    a.   Brighthouse Reinsurance Company of Delaware (DE)
    b.   Brighthouse Life Insurance Company of NY (NY)
    c.   Brighthouse Connecticut Properties Ventures, LLC (DE)
    d.   Brighthouse Renewables Holdings, LLC (DE)
      (i.)     Greater Sandhill I, LLC (DE)
    e.   Daniel/Brighthouse Midtown Atlanta Master Limited Liability Company (DE)
      (i.)     1075 Peachtree LLC (DE)
    f.   Brighthouse Assignment Company (CT)
    g.   ML 1065 Hotel, LLC (DE)
    h.   TIC European Real Estate LP, LLC (DE)
    i.   Euro TL Investments LLC (DE)
    j.   TLA Holdings LLC (DE)
      (i.)     The Prospect Company (DE)
    k.   Euro TI Investments LLC (DE)
    l.   TLA Holdings II LLC (DE)
  3. Brighthouse Securities, LLC (DE)
  4. Brighthouse Services, LLC (DE)
  5. Brighthouse Investment Advisers, LLC (DE)
ITEM 27. NUMBER OF CONTRACT OWNERS
As of January 31, 2021, there were 335,836 owners of qualified contracts and 138,537 owners of non-qualified contracts offered by the Registrant (Brighthouse Separate Account A).
ITEM 28. INDEMNIFICATION
Pursuant to applicable provisions of Brighthouse Life Insurance Company’s by-laws or internal corporate policies adopted by Brighthouse Life Insurance Company or Brighthouse Financial, Inc., its ultimate parent, the directors, officers and other controlling persons of Brighthouse Life Insurance Company and of Brighthouse Life Insurance Company’s affiliate and the underwriter, Brighthouse Securities, LLC, who are made or threatened to be made a party to an action or proceeding, may be eligible to obtain indemnification against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred as a result of such action or proceeding. Under the principal underwriting agreement between Brighthouse Life Insurance Company and Brighthouse Securities, LLC the parties have agreed to indemnify each other against certain liabilities and expenses from legal proceedings arising out of Brighthouse Securities LLC’s distribution of the Contracts.

 


Brighthouse Financial, Inc. also maintains directors and officers and professional liability insurance policies under which the Registrant, the Depositor and the Underwriter, as well as certain other Brighthouse subsidiaries, are covered. Brighthouse Financial, Inc. also has secured a financial institutions bond.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Brighthouse Securities, LLC is the principal underwriter for the following investment companies (including the Registrant):
Brighthouse Fund UL for Variable Life Insurance
Brighthouse Fund UL III for Variable Life Insurance
Brighthouse Funds Trust I
Brighthouse Funds Trust II
Brighthouse Separate Account A
Brighthouse Separate Account Eleven for Variable Annuities
Brighthouse Separate Account QPN for Variable Annuities
Brighthouse Variable Annuity Account B
Brighthouse Variable Annuity Account C
Brighthouse Variable Life Account A
Brighthouse Variable Life Account One
New England Variable Annuity Separate Account
New England Variable Life Separate Account
(b) Brighthouse Securities, LLC is the principal underwriter for the Contracts. The following persons are the officers and managers of Brighthouse Securities, LLC. The principal business address for Brighthouse Securities, LLC is 11225 North Community House Road, Charlotte, NC 28277.
   
Name and Principal Business Address   Positions and Offices with Underwriter
    
Myles Lambert
11225 North Community House Road
Charlotte, NC 28277
Manager, President and Chief Executive Officer
    
Philip Beaulieu
11225 North Community House Road
Charlotte, NC 28277
Manager and Vice President
    
Melissa Cox
11225 North Community House Road
Charlotte, NC 28277
Manager and Vice President
    
Michael Davis
11225 North Community House Road
Charlotte, NC 28277
Manager and Vice President
    
Gerard Nigro
11225 North Community House Road
Charlotte, NC 28277
Manager and Vice President
    

 


D. Burt Arrington
11225 North Community House Road
Charlotte, NC 28277
Vice President and Secretary
    
Jeffrey Halperin
11225 North Community House Road
Charlotte, NC 28277
Vice President, General Counsel and Chief Compliance Officer
Christopher Hartsfield
11225 North Community House Road
Charlotte, NC 28277
Vice President and Assistant Secretary
Jacob Jenkelowitz
285 Madison Avenue
New York, NY 10017
Vice President and Assistant Secretary
    
John John Martinez
11225 North Community House Road
Charlotte, NC 28277
Principal Financial Officer
    
Donald Leintz
11225 North Community House Road
Charlotte, NC 28277
Vice President
    
John Lima
334 Madison Avenue Floor 3
Morristown, NJ 07960
Vice President and Chief Derivatives Officer
    
Janet Morgan
11225 North Community House Road
Charlotte, NC 28277
Vice President and Treasurer
    
Melissa Pavlovich
11225 North Community House Road
Charlotte, NC 28277
Vice President and Tax Director
    
Jose Singer-Freeman
11225 North Community House Road
Charlotte, NC 28277
Vice President
(c) Compensation to the Distributor. The following aggregate amount of commissions and other compensation was received by the Distributor, directly or indirectly, from the Registrant and the other separate accounts of the Depositor, which also issue variable annuity contracts, during their last fiscal year:
   
(1)
Name of Principal Underwriter
  (2)
Net Underwriting
Discounts And
Commissions
  (3)
Compensation
On Redemption
  (4)
Brokerage
Commissions
  (5)
Other
Compensation
Brighthouse Securities, LLC

  $651,736,999   $0   $0   $0
Item 30. Location of Accounts and Records
Omitted.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS

 


a. Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen (16) months old for so long as payment under the variable annuity contracts may be accepted.
b. Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information.
c. Registrant hereby undertakes to deliver any Statement of Additional Information and any financial statement required to be made available under this Form promptly upon written or oral request.
REPRESENTATIONS
Brighthouse Life Insurance Company (the "Company") hereby represents that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred, and the risks assumed by the Company.
The Company hereby represents that it is relying upon the Securities and Exchange Commission No-Action Letter issued to the American Council of Life Insurance dated November 28, 1988 (Commission ref. IP-6-88) and that the following provisions have been complied with:
1. Include appropriate disclosure regarding the redemption restrictions imposed by Section 403(b)(11) in each registration statement, including the prospectus, used in connection with the offer of the contract;
2. Include appropriate disclosure regarding the redemption restrictions imposed by Section 403(b)(11) in any sales literature used in connection with the offer of the contract;
3. Instruct sales representatives who solicit participants to purchase the contract specifically to bring the redemption restrictions imposed by Section 403(b)(11) to the attention of the potential participants;
4. Obtain from each plan participant who purchases a Section 403(b) annuity contract, prior to or at the time of such purchase, a signed statement acknowledging the participant's understanding of (1) the restrictions on redemption imposed by Section 403(b)(11), and (2) other investment alternatives available under the employer's Section 403(b) arrangement to which the participant may elect to transfer his contract value.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Charlotte, and State of North Carolina, on the 6th day of April, 2021.
  BRIGHTHOUSE SEPARATE ACCOUNT A
(Registrant)
  By: BRIGHTHOUSE LIFE INSURANCE COMPANY
  By: /s/ Donald A. Leintz
    Donald A. Leintz
Vice President
    
  By: BRIGHTHOUSE LIFE INSURANCE COMPANY
    (Depositor)
  By: /s/ Donald A. Leintz
    Donald A. Leintz
Vice President

 


Pursuant to the requirement of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 7, 2021.
/s/ Eric Steigerwalt*

Eric Steigerwalt
Chairman of the Board, President, Chief Executive Officer and a Director
/s/ Myles Lambert*

Myles Lambert
Director and Vice President
/s/ Conor Murphy*

Conor Murphy
Director and Vice President
/s/ Jonathan Rosenthal*

Jonathan Rosenthal
Director, Vice President and Chief Investment Officer
/s/ Edward A. Spehar*

Edward A. Spehar
Director, Vice President and Chief Financial Officer
/s/ Lynn A. Dumais*

Lynn A. Dumais
Vice President and Chief Accounting Officer
    
  *By: /s/ Michele H. Abate
    Michele H. Abate, Attorney-In-Fact
April 7, 2021
* Brighthouse Life Insurance Company. Executed by Michele H. Abate, Esquire on behalf of those indicated pursuant to powers of attorney filed herewith.

 


10. Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)
13. Powers of Attorney

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘485BPOS’ Filing    Date    Other Filings
4/30/22
Effective on:4/30/21485BPOS,  497
Filed on:4/14/21485BPOS
4/7/21
1/31/21
12/31/2024F-2NT,  N-30D,  N-CEN,  N-VPFS
5/1/20485BPOS
4/9/20485BPOS
1/1/20
12/31/1924F-2NT,  N-30D,  N-CEN
4/29/19485BPOS
4/11/19485BPOS
12/31/1824F-2NT,  N-30D,  N-CEN
4/30/18485BPOS
4/26/18485BPOS
8/4/17
5/1/17485BPOS,  EFFECT
4/13/17485BPOS
3/6/17485APOS,  497
11/14/14485APOS,  EFFECT,  N-4
7/21/12
12/7/07
11/9/06
5/1/06485BPOS
2/12/01
1/8/01
12/31/9924F-2NT,  NSAR-U
 List all Filings 


19 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/26/21  Brighthouse Separate Account A    N-VPFS     12/31/20    1:11M                                    Toppan Merrill/FA
 4/25/18  Brighthouse Sep Acct E… Annuities 485BPOS     4/30/18    7:2.4M                                   Donnelley … Solutions/FA
12/14/17  Brighthouse Separate Account A    485APOS¶              10:2.4M                                   Donnelley … Solutions/FA
 4/12/17  Brighthouse Separate Account A    485BPOS     5/01/17   10:1.7M                                   Donnelley … Solutions/FA
 4/05/17  Brighthouse Sep Acct E… Annuities 485BPOS     5/01/17   11:2.6M                                   Donnelley … Solutions/FA
 4/15/16  Brighthouse Separate Account A    485BPOS     5/01/16    4:1.9M                                   Donnelley … Solutions/FA
 4/06/16  Brighthouse Sep Acct E… Annuities 485BPOS     5/01/16    8:2.4M                                   Donnelley … Solutions/FA
 4/17/15  Brighthouse Separate Account A    485BPOS     5/01/15    4:1.9M                                   Donnelley … Solutions/FA
11/17/14  Brighthouse Separate Account A    N-4        11/14/14   13:2M                                     Donnelley … Solutions/FA
 4/09/14  Brighthouse Separate Account A    485BPOS     4/28/14    4:1.1M                                   Donnelley … Solutions/FA
 4/12/13  Brighthouse Separate Account A    485BPOS     4/29/13    5:1.1M                                   Donnelley … Solutions/FA
 4/10/13  Brighthouse Separate Account A    485BPOS     4/29/13   10:1.5M                                   Donnelley … Solutions/FA
 4/13/12  Brighthouse Separate Account A    485BPOS     4/30/12    4:999K                                   Donnelley … Solutions/FA
 4/11/12  Brighthouse Separate Account A    485BPOS     4/30/12    5:1.4M                                   Donnelley … Solutions/FA
 9/02/11  Brighthouse Separate Account A    N-4/A¶                 9:1.3M                                   Donnelley … Solutions/FA
10/30/09  Brighthouse Separate Account A    N-4/A¶                10:1M                                     Donnelley … Solutions/FA
 4/08/09  Brighthouse Sep Acct E… Annuities 485BPOS     5/01/09    4:1.1M                                   Bowne of Boston/FA
 4/24/06  Brighthouse Separate Account A    485BPOS     5/01/06   14:1.6M                                   Donnelley … Solutions/FA
 7/15/04  Brighthouse Separate Account A    485BPOS     7/15/04   24:1M                                     Donnelley … Solutions/FA
Top
Filing Submission 0001193125-21-116460   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Sun., Apr. 28, 9:44:10.2am ET